1.1. Please read these terms (the “Terms”) carefully as they govern your use of the WMSM booking system, apps, tools, platforms or other devices on which our services are made available to you (together, the “Platform”) and set out (i) your obligations to Work Me Shape Me Limited, trading as ‘Work Me Shape Me’, which is the owner and operator of the Platform, (and referred to in these Terms as “Work Me Shape Me”, “WMSM”, “us”, “we” or “our”) whose registered office is 81 Ardmore Lane Buckhurst Hill IG9 5SB Essex and company registration number is 12106620, (together “the parties”) and (ii) your additional obligations to Users booking Wellbeing Experiences through the website www.workmeshapeme.com (“Website”).
1.2. By registering as a Wellbeing Partner (referred to in these Terms as the “Wellbeing Partner” or “you”) on the Platform, you confirm that you have read, understood and accept these Terms. The person who completes the online registration procedure on behalf of a Wellbeing Partner warrants and represents that he/she has full authority and the permission of the Wellbeing Partner to bind the Wellbeing Partner to these Terms.
1.3. The fee arrangement for use of the Platform by the Wellbeing Partner will be contained in a separate Order Form issued by WMSM and signed by both parties or if no Order Form is used the Partner Fee Arrangement (each as defined below). These will be subject always to these Terms. In the event of a conflict between (i) the Terms and (ii) the Order Form or Partner Fee Arrangement, the terms of the latter will prevail.
1.4. WMSM may vary these Terms from time to time and shall post such alterations on the Website. WMSM will advise the Wellbeing Partner of any changes to the Terms by email or by a notification on the Platform at least 30 days prior to posting the alterations on the Website unless such changes are required to meet regulatory obligations or to address an unforeseen and imminent concern (such as fraud or a data breach), in which case no prior notice is required. If the Wellbeing Partner does not agree to the changes made to the Terms, then it shall have the right to cancel its agreement with WMSM prior to the end of the notice period and stop using the Platform. It should do so by writing to WMSM at firstname.lastname@example.org.The Wellbeing Partner’s continued use of the Platform after the date the changes have come into effect will constitute its acceptance of the amended Terms.
1.5. The Wellbeing Partner agrees that if it chooses to end this Agreement at any time, it will be required to comply with these Terms in full in relation to any outstanding Bookings which have been made but have not yet been completed.
These Terms also make use of the following definitions:
“Agreement” means these Terms, an Order Form (if applicable) and if no Order Form is used the Partner Fee Arrangement.
“Booking” means the purchase of a Package by a User for a Wellbeing Experience.
“Booking Fee” means the price of the Package purchased by a User, including VAT (where applicable).
“Corporate Partner” means any company that WMSM partners with to provide wellbeing experiences to their employees.
“Date Specific Experience” means a Wellbeing Experience which is made available to the User to take place on a specified date only;
“Effective Date” means the date on which the Order Form or the Partner Fee Arrangement (as the case may be) is agreed between the parties.
“Order Form” means WMSM’s standard order form, issued by WMSM to the Wellbeing Partner which contains the Partner Fee and any other terms relating to the Wellbeing Partner’s use of the Platform.
“Partner Fee” has the meaning given to it in clause 5.1
“Partner Fee Arrangement” means the written agreement made between the parties (including by email correspondence) in accordance with clause 5.1 relating to the Partner Fee which forms part of the Agreement.
“User” means a person who makes a Booking,
“Wellbeing Experience” means the following categories of services which may be made available by the Wellbeing Partner to Users through the Platform: physical activities, mental wellbeing, lifestyle products and on demand activities.
“Wellbeing Partner Data” means contact details of the Wellbeing Partner (email address and telephone number) and payment details (account number and sort code)
3.1. To register as a Welllbeing Partner with the Platform the Wellbeing Partner should follow the registration steps set out on the Website.
3.2. The Wellbeing Partner warrants that:
a) all information it provides for inclusion on the Platform (including pictures, photos, video and descriptions) relating to the Wellbeing Experience, including the facilities, services and availability times and any other applicable policies and restrictions (the "Partner Information") shall be true and accurate and not misleading. To the extent that either party discovers that any such information is incorrect or misleading the Wellbeing Partner will promptly remove the information from the Website;
b) it owns or has a licence to use the Partner Information so that it can be displayed on the Platform. It will indemnify and reimburse WMSM for all liabilities, costs, expenses, damages and losses suffered or incurred or paid by WMSM arising out of or in connection with a claim alleging that WMSM’s use of the Partner Information infringes the rights of, or has caused harm to, a third party.
3.3. In respect of 3.2(b), WMSM will give the Wellbeing Partner sole control of the defence and settlement of any claim (provided that the Wellbeing Partner may not settle or defend any claim unless it unconditionally releases WMSM from all liability and such settlement does not affect WMSM’s business or the Platform). WMSM will provide the Wellbeing Partner on request with all reasonably available information and assistance, and will not compromise or settle such claim.
3.4. The Wellbeing Partner shall ensure that all individual practitioners (including but not limited to personal trainers), will be required to provide proof of their appropriate qualification and insurance prior to their services being listed on the Platform.
3.5. The Wellbeing Partner shall ensure that the Partner Information is correct and up-to-date at all times and shall provide WMSM with updates to the Partner Information as may be required to maintain accuracy.
3.6. WMSM will let the Wellbeing Partner know if it needs to edit or exclude any Partner Information at its discretion.
4.1. The Wellbeing Partner shall ensure that the price, availability and conditions of Wellbeing Experiences that it provides to Users are the same as or better than those made available by the Wellbeing Partner to other websites and online platforms that are the same as or similar to the Platform.
4.2. If WMSM discovers that the WellBeing Partner has not complied with the provisions of clause 4.1, then this constitutes a material breach of the Agreement and WMSM reserves the right to cancel this Agreement in accordance with clause 14.2 and remove the Partner Information from the Website.
4.3. During the term of the Agreement, the Wellbeing Partner shall not approach any WMSM Corporate Partner directly without express permission granted in writing by WMSM.
5.1. The parties acknowledge that WMSM is not the provider of the Wellbeing Experience. However, as the owner of the Platform it will act as an intermediary between the Wellbeing Partner and the Users and will collect the Booking Fees from Users.
5.2. As consideration for WMSM making the Platform available to the Wellbeing Partner to offer the Wellbeing Experiences to Users, WMSM reserves the right at any time to amend the price of the User Booking Fees. However, the agreed Wellbeing Partner Booking Fee will be paid to the Wellbeing Partner as set out in the Order Form or Partner Fee Arrangement. The Partner Fee cannot be amended unless agreed in writing between the parties.
5.3. WMSM shall pay the User Booking Fee to the Wellbeing Partner ahead of the event.
6.1. WMSM is not party to any contract or arrangement entered into between Users and the Wellbeing Partner for the provision of the Wellbeing Experience, and consequently shall not be liable in respect of any liability whatsoever, subject to clause 12.1, in relation to any damage or loss caused by Users, or any other matter arising in relation to a Booking. The Wellbeing Partner shall indemnify and reimburse WMSM for all liabilities, costs, expenses, damages and losses suffered, incurred or paid by WMSM arising out of or in connection with a claim from a User in relation to a Wellbeing Experience provided by the Wellbeing Partner to WMSM.
6.2. The Wellbeing Partner is responsible for bringing to the attention of WMSM and the User any relevant terms and conditions in respect of the Wellbeing Experience.
7.1 A User reserves the right to cancel or amend their booking according to Wellbeing Partner's terms and conditions for this policy.
8.1. The Wellbeing Partner understands and agrees that WMSM may ask Users to review the Wellbeing Experiences provided by the Wellbeing Partner on the Website and that WMSM may use such reviews for any purpose, including providing such reviews to prospective Users and/or posting such reviews to the Website.
8.2. The Wellbeing Partner acknowledges that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, such reviews is the property of WMSM, and nothing in the Terms shall be taken to transfer any such intellectual property rights to the Wellbeing Partner. In particular, the Wellbeing Partner may not use all or any part of a review for any purpose outside of the WMSM Platform without WMSM’s written permission.
8.3. WMSM reserves the right, but shall not have an obligation, to monitor or edit User reviews. WMSM shall be under no obligation to remove or edit any review at the request of a Wellbeing Partner. The Wellbeing Partner further agrees that WMSM shall have no liability in relation to the publication of any review.
8.4. If review comments fall outside WMSM’s guidelines WMSM may choose to remove the offending comments from the review but to leave the score, or reject the entire review, and we may offer the User another opportunity to review.
9.1. WMSM makes no warranty that the Platform will provide an uninterrupted service or be error free, or that any defects will be identified or corrected. While WMSM will take steps to prevent misuse of its systems, it cannot warrant that the Platform will be free of viruses or other malicious code and accepts no liability for loss or damage caused from the transmission of such code. WMSM recommends that the Wellbeing Partner always use up-to-date firewalls and anti-malware software to protect its equipment and data.
9.2. WMSM makes no warranty as to the Users it may refer to the Wellbeing Partner and is not liable for any loss or damage the Wellbeing Partner may incur as a result of a Booking, including without limitation any damage caused by the User.
10.1. Both parties shall comply with the applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK.
10.3. WMSM confirms that Wellbeing Partner Data is only stored and used for the purposes of paying the User Fee to the Wellbeing Partner and displaying the Wellbeing Partner’s Experiences on the Platform. Such Wellbeing Partner Data is not shared with any third party without your consent except that WMSM will share the Wellbeing Partner Data with trusted payment providers solely for the purpose of providing the Wellbeing Partner with the User Fee.
11.1. Each party undertakes that it shall not at any time during the Agreement and for a period of two years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (“Confidential Information”), except for disclosure:
a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 11; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.2. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
12.1. Nothing in the Terms shall exclude or limit either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
12.2. Subject to clause 12.1, WMSM’s total aggregate liability to the to the Wellbeing Partner under or in connection with this Agreement (whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise) in respect of all and any loss or damage howsoever caused will be limited to the Booking Fee relating to the Wellbeing Experience that gives rise to the liability.
12.3. Except as expressly set out in the Terms, all conditions, warranties and obligations which may be implied or incorporated into the Terms by statute, common law, or otherwise and any liabilities arising from them are expressly excluded to the extent permitted by law.
12.4. WMSM shall not be liable for any loss of business, loss of profits, business interruption, loss of business information, any other economic loss or any consequential or indirect losses.
13. Intellectual Property Rights
13.1. For the purpose of this clause 13, “Intellectual Property Rights” shall mean all copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
13.2. The Wellbeing Partner acknowledges and agrees that the Intellectual Property Rights in the Platform are the property of WMSM and/or its licensors, and nothing in these Terms shall be taken to transfer or assign any Intellectual Property Rights to the Wellbeing Partner.
13.3. The Wellbeing Partner grants to WMSM a perpetual, non-exclusive, royalty free and worldwide right and licence to use, amend (in accordance with these Terms) and display the Partner Information.
14.1. This Agreement shall, unless otherwise terminated in accordance with these Terms, commence on the Effective Date and shall continue for 6 months (the “Initial Subscription Term”) and, thereafter shall be automatically renewed for successive periods of 3 months (each a "Renewal Period"), unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
14.2. WMSM reserves the right to remove any Wellbeing Partner from the Platform and terminate this Agreement at any time and for any reason, at its discretion upon 30 days’ prior notice except that no notice is required in the event that (i) the Wellbeing Partner is in persistent breach of the terms and conditions and/or (ii) there is a legal or regulatory obligation on WMSM, which means it cannot give 30 days' notice.
14.3. In the event that WMSM terminates the Agreement in accordance with clause 9.1 and removes the Wellbeing Partner from the Platform, then prior to or at the time of removal WMSM shall provide the Wellbeing Partner with a written statement of its reasons for terminating the Agreement except that that this will not be required where WMSM is subject to a legal or regulatory obligation not to disclose such information, or where WMSM can demonstrate the Wellbeing Partner has persistently breached the terms of the Agreement.
14.4. Without affecting any other right or remedy available to it, WMSM may terminate this Agreement with immediate effect by giving written notice to the Wellbeing Partner if:
a) the Wellbeing Partner commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
b) the Wellbeing Partner takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
c) the Wellbeing Partner suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
14.5. Without affecting any other right or remedy available to it, the Wellbeing Partner may terminate this Agreement with immediate effect by giving written notice to WMSM if WMSM commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.
14.6. On termination of the Agreement for any reason:
a) WMSM shall pay to the Wellbeing Partner all User Fees relating to completed Bookings; and
b) each party shall promptly return to the other party or destroy (at the other party’s request) all Confidential Information disclosed under this Agreement except that any Wellbeing Partner Data may be retained for 6 months and then deleted by WMSM.
14.7. Termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
15.1. If any of the Terms are held to be illegal or unenforceable, such provisions shall be severed and the rest of the Terms shall remain in full force and effect.
15.2. The Terms constitute the entire agreement and replace any previous agreement or understanding (whether oral or written, express or implied) between the parties in respect of the matters contained or referred to in the Terms. Each party agrees that, in entering the Terms, it has not relied on and shall have no remedy in respect of, any representation, warranty or other provision (oral or written, express or implied) of any person which is not expressly set out in the Terms. The only remedy available in respect of any misrepresentation or untrue statement shall be a claim for breach of contract under the Terms. This paragraph does not operate to limit or exclude any liability arising from any fraudulent or dishonest statement, act or omission.
15.3. WMSM reserves the right at all times to edit, refuse to post, or to remove from the Platform any information or materials for any reason whatsoever, and to disclose any information it deems appropriate to satisfy any obligation it may have under applicable laws, regulatory requirements, legal processes, or to satisfy any request of the police, government or any regulatory body.
15.4. The Wellbeing Partner may not assign, transfer or sub-contract any of its rights under the Terms without our prior written consent. WMSM may assign, transfer or sub-contract all or any of its rights at any time without consent.
15.5. A person who is not a party to the Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision in the Terms.
15.6. No waiver by either party shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent a party from acting upon any continuing or subsequent breach or default.
15.7. If these Terms appear in a language other than English, it is for reading purposes only, and the Terms will be valid according to the original English language version.
15.8. If a Wellbeing Partner wishes to make a complaint or has any concerns in relation to these Terms it shall contact email@example.com.
15.9. The Terms shall be subject to the laws of England and the parties shall submit to the exclusive jurisdiction of the English courts in relation to any dispute arising from them.